Practice Areas & Industries: Buchanan Ingersoll & Rooney PC

Practice/Industry Group Overview

Buchanan Ingersoll & Rooney's Nonprofit Corporations Group is an experienced, multi-practice group of attorneys serving human and social services organizations, health care and the arts, as well as religious organizations and institutions.

The lawyers within Buchanan who are part of this group concentrate their practices in at least two areas of law. One is in a specific area, such as nonprofit corporation law, health care, litigation, finance, employee benefits, bankruptcy, labor, etc., and the second is in the representation of tax-exempt organizations. Each lawyer is also committed to interdisciplinary teamwork with a variety of legal and non-legal experts who are part of or work with the Nonprofit Corporations Group. The group has developed relationships with non-legal consultants in ethics, nursing, organizational behavior and canon law who collaborate with our Nonprofit Corporations Group lawyers to integrate non-legal disciplines into the legal strategy tailored to meet the nonprofit sector's special needs.

Mission and Services

The group's mission is to render comprehensive, efficient, economic and practical legal services to achieve our clients' goals with focused sensitivity to the unique environment and constituents of religious and other non-profit organizations. Our group utilizes experienced legal skills of its members to represent clients ranging from small community organizations to multibillion-dollar systems.

The Nonprofit Corporations Group fulfills its mission through:

• Access to the national and international experience of all of the lawyers of our national, full-service firm.
• Representation of religious organizations and public benefit corporations affiliated with various faiths, including the Roman Catholic Church, Protestant Churches, and Jewish Synagogues and Community Centers, etc.
• Integration of a multipractice team of lawyers experienced in such areas as the following:
  • Commercial, tort and constitutional (specifically, First Amendment) litigation including:
    • Antitrust
    • Internal governance conflict between members and directors or among directors of a corporation relating to the internal control of the corporation
    • First Amendment challenges to participation in government contracts
    • Malpractice claims
    • Fraud and abuse and false claims
    • Defense against requests for overly broad discovery
    • Challenges to the internal governance authority of hierarchically structured churches involving both the internal law of the church and its civil law organizational structure
    • Claims of community ownership and control of religiously affiliated corporations dedicated to the public benefit
    • Attempts to pierce the corporate veil and impose liability of a corporation upon its parent or affiliated organizations, including religious and other nonprofit organizations
  • Corporate transactions, including incorporations, mergers, acquisitions, corporate reorganizations, including development of systems and integrated delivery networks for health and social service agencies
  • Negotiation and development of joint ventures between religiously affiliated free-standing corporations and systems, including co-sponsorship canonical and civil law structures
  • Negotiation, design and development of joint ventures between religiously affiliated and non-religiously affiliated community hospitals and educational and research systems, including joint operating companies, limited liability companies, physician hospital organizations, parent/subsidiary relationships and co-membership in a single system
  • Public policy analysis and legislative advocacy involving health care, ethics, church and state relationships, and nonprofit corporation law
  • Labor and employment advice, including development of employee participation mechanisms and alternative dispute resolution mechanisms, advice and counseling on union organizing campaigns, drafting of executive employment and separation agreements, litigation of unfair labor practices and all types of employment discrimination claims, whistleblower claims and wrongful discharge lawsuits on the state and federal level
  • Corporate finance, including tax exempt and non-tax exempt bond financing
  • Bankruptcy and workouts
  • Legislative advice and counsel on amendments to non-profit corporation law
  • Estates and trusts
  • Charitable trusts
  • Pension plans
  • Regulatory and compliance matters including all health care regulatory issues, fraud and abuse, anti-referral laws (such as Stark), and the design and implementation of corporate compliance plans

In addition to the corporate transaction and litigation experience of the Nonprofit Corporations Group, its members have experience in representations that avoid costly and potentially damaging litigation by counseling, negotiating and mediating both internal and external conflicts within the parameters specific to a religious or religiously affiliated organization. Experiences have included:

• Resolution of conflicts among the members of religious and religiously affiliated organizations
• Resolution of employment conflicts
• Designing and tailoring both an analysis and sensitivity process for complex joint ventures involving free-standing hospitals and divisions of systems
• Negotiation of multimillion- and multibillion-dollar financings
• Multiple corporation consolidations and mergers

Commitment

Buchanan Ingersoll & Rooney has made a strategic commitment of time, personnel and financial resources to support the research and education of its Nonprofit Corporations Group in order to maximize the experience of its members, to eliminate learning curves, and to anticipate and strategize for the developing issues of the group's clients.

Our Team

Included in the Nonprofit Corporations Group are members who have experience and training with the law as it affects tax-exempt groups, as well as in church law, such as in the canon law of the Roman Catholic Church and the constitution and canons of the Episcopal Church. Also included are members who serve on regional, national and international committees and organizations such as the legal commission of Caritas Internationalis and nonprofit statutory revision committees, and who maintain memberships in various canon law professional societies. Buchanan Ingersoll's Nonprofit Corporations Group members also participate in professional and academic dialogue with academicians and practitioners working in this field.